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Share Issuance and Disposal2750S.ISHIMITSU&CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors of Our Subsidiary

The Company has resolved to dispose of 4,301 treasury shares of the Company as restricted stock compensation for 4 directors of a subsidiary. The payment date is 24 July 2026.

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Direction
Neutral
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Scale
4301
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,301Shares

4,301 shares of the Company's common stock (treasury shares)

4 directors of a subsidiary of the Company: 4,301 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,220 per share
Total issue value

¥5,247,220

発行済株式総数

The total number of shares issued will not increase because this is solely a disposal of treasury shares.

Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
From 24 July 2026 until the date on which the eligible director ceases to hold any position as a director of the Company or one of its subsidiaries
Conditions for lifting transfer restrictions
In principle, all of the shares will be released from the transfer restrictions upon expiry of the restricted period, provided that the eligible director has continuously held a position as a director of the Company or one of its subsidiaries throughout the restricted period. In the event of retirement due to death, expiry of the term of office, reaching the mandatory retirement age or any other legitimate reason, the number of shares to be released will be reasonably determined based on the period of service.
Reason for acquisition without consideration
If it is determined that an eligible director will cease to hold office for a reason other than death, expiry of the term of office, reaching the mandatory retirement age or any other legitimate reason, all of the shares will be acquired without consideration. Shares that remain subject to the transfer restrictions after the restrictions have otherwise been lifted will also be acquired without consideration. Other circumstances will be governed by the allotment agreement.
Categories and Number of Persons Covered
4 directors of a subsidiary of the Company: 4,301 shares (excluding outside directors)
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts. In principle, the transfer restrictions will be lifted upon expiry of the period, provided that the eligible directors have continuously held a position as a director of the Company or one of its subsidiaries throughout the restricted period.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,220. The closing price on the immediately preceding business day was used, with no discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of4,301 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥1,220 per share
Total issue value¥5,247,220
Payment date24 July 2026
Intended allottee4 directors of a subsidiary of the Company: 4,301 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in dedicated accounts. In principle, the transfer restrictions will be lifted upon expiry of the period, provided that the eligible directors have continuously held a position as a director of the Company or one of its subsidiaries throughout the restricted period.
Total number of issued sharesThe total number of shares issued will not increase because this is solely a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥1,220. The closing price on the immediately preceding business day was used, with no discount or premium.
Transfer restriction periodFrom 24 July 2026 until the date on which the eligible director ceases to hold any position as a director of the Company or one of its subsidiaries
Conditions for lifting transfer restrictionsIn principle, all of the shares will be released from the transfer restrictions upon expiry of the restricted period, provided that the eligible director has continuously held a position as a director of the Company or one of its subsidiaries throughout the restricted period. In the event of retirement due to death, expiry of the term of office, reaching the mandatory retirement age or any other legitimate reason, the number of shares to be released will be reasonably determined based on the period of service.
Reason for acquisition without considerationIf it is determined that an eligible director will cease to hold office for a reason other than death, expiry of the term of office, reaching the mandatory retirement age or any other legitimate reason, all of the shares will be acquired without consideration. Shares that remain subject to the transfer restrictions after the restrictions have otherwise been lifted will also be acquired without consideration. Other circumstances will be governed by the allotment agreement.
Categories and Number of Persons Covered4 directors of a subsidiary of the Company: 4,301 shares (excluding outside directors)
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To encourage the eligible directors to contribute to the sustained enhancement of the corporate value of the Company Group and to promote the sharing of value between the eligible directors and shareholders. The measure is also intended to further increase their motivation.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation for Directors of Our Subsidiary | S.ISHIMITSU&CO.,LTD. (2750) timely disclosure | Komori